UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 2, 2007
Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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1-12001
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25-1792394
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1000 Six PPG Place, Pittsburgh, Pennsylvania
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15222-5479
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(412) 394-2800
(Former name or former address, if changed since last report).
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 5.04
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Temporary Suspension of Trading Under Registrants Employee Benefit Plans.
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Beginning on July 12, 2007, Allegheny Technologies Corporation (the Company) sent a notice
to participants in its 401(k) Savings Plans (the 401(k) Plans) informing them that the 401(k)
Plans would be introducing new investment options and features to the 401(k) Plans. The notice
stated that, during a specified period of time while these changes are implemented, participants in
the 401(k) Plans would not be able to process any account transactions. The notice also stated that
this time period will begin at 4:00 p.m. Eastern Time on August 23, 2007 and is expected to end
during the week of September 17, 2007.
On August 2, 2007, the Company sent a blackout restriction notice (the BTR Notice) to its
directors and executive officers informing them that, because the restrictions during the blackout
period described above include restrictions on investment changes involving the Companys common
stock held in the 401(k) Plans, they would be prohibited during the blackout period, pursuant to
Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SECs rules promulgated thereunder, from
purchasing and selling shares of the Companys common stock (including derivative securities
pertaining to such shares) acquired in connection with their service as a director or employment as
an executive officer.
A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. During the blackout period and for a period of two years after the blackout period has
ended, interested parties may obtain, without charge, information regarding the beginning and
ending dates of the blackout period by contacting Allegheny Technologies Incorporated, Attention:
Corporate Secretary, 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479 (telephone (412)
394-2800).
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Item 9.01
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Financial Statements and Exhibits.
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99.1
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Notice to Executive Officers and Directors of Allegheny
Technologies Incorporated regarding a 401(k) Plans Blackout Period and Trading
Restrictions.
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Exhibit 99.1
IMPORTANT NOTICE REGARDING 401(k) PLANS BLACKOUT
PERIOD AND RESTRICTIONS ON ABILITY TO TRADE SHARES
OF THE COMPANYS SECURITIES
This notice is to inform you of significant restrictions on your ability to trade any equity
securities of Allegheny Technologies Incorporated (the Company) during an upcoming blackout
period that will apply to the Companys 401(k) Savings Plans (the 401(k) Plans). This special
blackout period is imposed on executive officers and directors of the Company by the
Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading
Restriction) and is in addition to the Companys trading windows related to its earnings releases.
The special blackout period is being imposed because of the introduction of new investment options
and features to the 401(k) Plans. The special blackout period will begin at 4:00 p.m. Eastern Time
on August 23, 2007 and is expected to end during the week of September 17, 2007 (the Blackout
Period). During the Blackout Period, participants in the 401(k) Plans will not be able to process
any account transactions.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Securities and
Exchange Commission Regulation BTR, the Companys directors and executive officers are prohibited
during the Blackout Period from purchasing, selling or otherwise acquiring or transferring,
directly or indirectly, any equity security of the Company acquired in connection with his or her
employment as an executive officer or services as a director.
Please note the following:
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Equity securities is defined broadly to include the Companys common stock, stock
options, and other derivative securities.
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Covered transactions are not limited to those involving your direct ownership, but
include any transaction in which you have a pecuniary interest (for example, transactions
by your immediate family members living in your household).
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Among other things, these rules prohibit exercising options granted to you in connection
with your employment as an executive officer or service as a director, selling shares of common stock acquired
pursuant to such options, selling shares of common stock originally received as a
restricted stock unit grant or upon the vesting of a restricted stock unit, or selling shares to cover withholding taxes upon the vesting of restricted stock units.
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Exemptions from these rules generally apply for purchases or sales under dividend
reinvestment plans, sales required by laws, regularly scheduled grants or awards under the
Companys equity compensation plans and certain other automatic transactions.
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Inquiries with respect to this blackout period, including determining whether this blackout period
has ended, should be directed to:
Jon D. Walton
Executive Vice President, Chief Legal and
Compliance Officer, General Counsel and Corporate Secretary
Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
(412) 394-2800
These rules apply in addition to the trading restrictions under the Companys insider trading
policy. If you engage in a transaction that violates these rules, you may be required to disgorge
your profits from the transaction, and you may be subject to civil and criminal penalties.
The SEC
regulations regarding the Blackout Period restrictions are complex. To avoid any inadvertent
violations of the Blackout Period restrictions, directors and executive officers are required to
follow the Companys pre-clearance procedures in connection with any proposed transaction in
Company securities. If you have any questions regarding the Companys pre-clearance procedures or
your ability to engage in any transaction, please contact Jon Walton.
August 2, 2007